5,169,960 Shares VERA BRADLEY, INC. COMMON STOCK, WITHOUT PAR VALUE [FORM OF] UNDERWRITING AGREEMENT April 13, 2011Underwriting Agreement • April 15th, 2011 • Vera Bradley, Inc. • Leather & leather products • Illinois
Certain shareholders of Vera Bradley, Inc., an Indiana corporation (the “Company”), named in Schedule I hereto (the “Selling Shareholders”), acting severally and not jointly, propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), subject to the terms and conditions stated herein, an aggregate of 5,169,960 shares (the “Firm Shares”) of the common stock, without par value, of the Company (the “Common Stock”), each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name in Schedule I hereto.
